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Financial Valuation Resolutions

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FINANCIAL VALUATION RESOLUTIONS

Company Information

Recitals

WHEREAS, the Board of Directors of the Company has determined that a formal financial valuation is necessary for corporate purposes, including but not limited to equity issuances, stock option pricing, mergers or acquisitions, tax reporting and financial statement disclosure; and

WHEREAS, the Board has reviewed the proposal to obtain an independent valuation of the assets and/or equity interests described below and has considered the methods and qualifications necessary to establish fair market value as of the valuation date specified herein.

Resolved Determinations

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and directs the engagement of an independent valuation advisor to prepare a written valuation report with respect to the assets, securities and interests set forth in the Schedule of Assets attached to or incorporated in this resolution.

FURTHER RESOLVED, that the valuation shall be prepared as of the valuation date: and shall identify the valuation standard applied, the valuation methods used, and all material assumptions.

FURTHER RESOLVED, that the Board approves the use of the following valuation methodologies (select all applicable):




Schedule of Assets and Valuation Summary

The following schedule identifies the assets, equity interests or other items to be valued and the resulting appraised amounts as determined by the valuation process.

Description of Asset / Interest Identifying Information Prior Book Value Appraised Value
Subtotal:
Adjustments / Discounts:
Total Appraised Value:

Appraiser / Advisor

Authority and Delegation

RESOLVED, that the Chief Executive Officer and Chief Financial Officer, and such officers or agents as they delegate, are each authorized and directed to execute engagement letters, retain consultants, provide access to records, and take any and all actions necessary to complete the valuation engagement on the terms approved by the Board.

RESOLVED FURTHER, that the valuation report, when completed, shall be delivered to the Board and shall be retained in the corporate records and made available for use in financial reporting, equity compensation documentation, tax filings and corporate transactions as appropriate.

Certification of Adoption

I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company at a meeting held on at which a quorum was present and voting, and that the resolutions are in full force and effect as of the Effective Date.

Acknowledgment

The undersigned officers certify under penalty of perjury that the statements contained in this resolution are true and correct to the best of their knowledge, and that they are duly authorized to execute this instrument on behalf of the Company.

Chair of the Board:

By:

Date:

Corporate Secretary:

By:

Date:

Enter text

What Financial Valuation Resolutions Are and when they matter

A Financial Valuation Resolution is a formal corporate record—typically adopted by a board or authorized committee—that documents the agreed valuation methodology, effective valuation date, and approvals for valuing shares, assets, or an ownership interest. These resolutions support transactions, internal accounting (GAAP), tax positions, shareholder buy-sells, and regulatory disclosures. They establish who performed or reviewed the valuation, reference appraisal reports or models, and set effective dates and assumptions so that third parties (tax authorities, auditors, counterparties) can rely on the corporate record.

Why a clear resolution protects corporate and tax interests

A documented resolution creates an auditable record of the valuation decision, clarifies authority, and reduces disputes between shareholders, auditors, and tax authorities. It provides the documentary basis for tax reporting, financial statements, and transactional approvals.

Why a clear resolution protects corporate and tax interests

Who prepares and relies on Financial Valuation Resolutions

Common internal and external users who prepare, review, or rely on these resolutions.

  • Board members and corporate officers who approve valuation assumptions and effective dates for transactions or internal reporting.
  • Corporate finance and valuation specialists who prepare the valuation report and attach supporting analyses and data.
  • External auditors, tax counsel, and potential buyers who rely on the resolution to verify the valuation basis and approvals.

A clear distribution list and signature block ensures all necessary parties have formally accepted the valuation and its assumptions.

Essential elements to include in a professional resolution

A complete Financial Valuation Resolution bundles the governing authority, valuation scope, methodology, effective date, attachments, and required signatures to make the decision auditable and defensible.

Authority

Identify the board, committee, or authorized officer approving the valuation and cite the corporate bylaw or charter authority enabling the action.

Scope

Specify what is being valued (equity class, business unit, tangible or intangible assets) and any limitations or excluded items.

Methodology

Describe the valuation approach used (market, income, cost, discounted cash flow), key inputs, and any professional standards followed.

Effective Date

State the valuation effective date and whether the resolution adopts an external appraisal or an internally prepared model.

Attachments

Attach or reference supporting documents: appraisal reports, financial statements, cash flow models, comparable transactions, and assumptions.

Signatures

Include signatory blocks for approving directors or officers, with dates and, when required, notary or witness acknowledgements to support enforceability.

Step-by-step: adopting a Financial Valuation Resolution

Follow these steps to prepare, approve, and finalize a resolution for corporate records and external reliance.

  • 01
    Prepare valuation: Compile analysis, models, and appraisal reports for board review.
  • 02
    Draft resolution: Summarize scope, methodology, effective date, and required approvals.
  • 03
    Board approval: Obtain formal vote and signatures at a duly convened meeting or by written consent.
  • 04
    Distribute and file: Attach supporting documents and file in the corporate minute book and record system.

How to configure an online workflow for the resolution

Set up a digital workflow that preserves approvals, attachments, and an auditable trail for the resolution.

Field Configuration
Document template Create a reusable template with fixed fields and place-holder attachments.
Signers and roles Assign signers, assign signing order, and mark required fields per role.
Authentication Enable email link or SMS code; use stronger authentication for high-risk approvals.
Record retention Configure automatic PDF/A export and store in the corporate document repository.

Typical routing for electronic adoption and archival

A simple eSignature workflow reduces turnaround and keeps a consistent audit trail for resolution adoption.

  • Upload document: Attach valuation report and draft resolution to the workflow.
  • Place fields: Add signature, date, and approver name fields where needed.
  • Send to approvers: Distribute in order or as parallel requests based on corporate bylaws.
  • Archive signed copy: Save PDF/A and retain audit trail for compliance and audits.

Digital signing essentials and system requirements

Ensure the signing platform supports secure authentication, audit trails, and compliant storage before eSigning resolutions.

  • Integration: Supports Salesforce, NetSuite, Microsoft 365, and Google Workspace.
  • Document formats: Accepts PDF, DOCX, and exports to PDF/A.
  • Security: TLS 1.2/1.3 in transit and AES-256 at rest.

Pick a platform that provides audit logs, optional advanced signer authentication, and HIPAA or 21 CFR Part 11 controls when required by industry.

Comparing common eSignature pricing and capabilities

This table compares starting price, trial availability, bulk-send capability, audit trail, HIPAA compliance, and envelope limits across common vendors; signNow appears first per platform comparisons.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Top legal and compliance risks to watch

Tax Adjustment: IRS may challenge valuation, expanding audit window
Securities Liability: Inaccurate valuation may trigger disclosure or securities claims
Recordkeeping Failure: Missing or altered records weaken defensibility
Unauthorized Approval: Signatures without authority may be voidable
Privacy Breach: Improper PHI handling can trigger HIPAA penalties
Data Integrity: Tampered files may not be accepted by auditors

Common mistakes when preparing valuation resolutions

  • Using vague valuation language or undefined assumptions that create interpretive disputes with auditors and counterparties.
  • Failing to attach the valuation report or source data, leaving the resolution unsupported and vulnerable to challenge.
  • Collecting signatures informally without documenting the approval method, which undermines the audit trail and enforceability.
  • Neglecting to confirm signer authority under bylaws, resulting in unauthorized or voidable approvals.

Time-sensitive dates to track for valuation resolution workflows

Track effective dates, meeting dates, and filing or reporting deadlines tied to the valuation decision to avoid compliance gaps.

Board Meeting Date:

Date the board met to review and vote on the valuation

Effective Valuation Date:

The date the valuation applies to (MM/DD/YYYY)

Document Execution Date:

When the resolution was signed by all required parties

Tax Reporting Deadline:

Align valuation-related tax positions with applicable return due dates

Retention Start:

Date from which retention schedules are calculated

Practical examples from customers who used eSigned resolutions

These short case summaries illustrate how organizations adopted digital approvals and attached valuation reports for governance and transactions.

Martin Properties

A real estate founder moved to digital signatures to execute valuation approvals remotely

  • Mobile signing reduced coordination time before closings
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Fertility Centers of Illinois

A healthcare operations lead standardized resolution templates and included attachments for appraisal backups

  • Secure workflows tracked approvals and PHI controls
  • "The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company."

Frequently asked questions about eSigning valuation resolutions

Answers to common legal, technical, and procedural questions when adopting electronic resolutions and storing signed records.


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